ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
Our stock is quoted under the symbol “ITGC” on the OTCQB tier of the OTC market operated by the Financial Industry Regulatory Authority (FINRA). OTCQB companies must be registered with and reporting to the SEC or a U.S. banking regulator. A summary of trading by quarter for the 2013 and 2012 fiscal years is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth Quarter: 10/1/13 to 12/31/13
|
|
$
|
0.20
|
|
|
$
|
0.05
|
|
Third Quarter: 7/1/13 to 9/30/13
|
|
$
|
0.23
|
|
|
$
|
0.00
|
|
Second Quarter: 4/1/13 to 6/30/13
|
|
$
|
0.24
|
|
|
$
|
0.00
|
|
First Quarter: 1/1/13 to 3/31/13
|
|
$
|
0.27
|
|
|
$
|
0.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth Quarter: 10/1/12 to 12/31/12
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
Third Quarter: 7/1/12 to 9/30/12
|
|
$
|
0.51
|
|
|
$
|
0.10
|
|
Second Quarter: 4/1/12 to 6/30/12
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
First Quarter: 1/1/12 to 3/31/12
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions.
The market for the common stock has been sporadic and there have been long periods during which there were few, if any, transactions in the common stock and no reported quotations. Accordingly, reliance should not be placed on the quotes listed above, as the trades and depth of the market may be limited, and therefore, such quotes may not be a true indication of the current market value of the Company’s common stock.
On March 31, 2014, we had 91 shareholders of record of our common stock.
Dividends
We have not declared any cash dividends, nor do we have any plans to do so. Management anticipates that, for the foreseeable future, all available cash will be needed to fund our operations.
Recent Sales of Unregistered Securities
During the year ended December 31, 2013 and to date, other than as previously described in our report on Form 10-Q for the quarter ended September 30, 2013, we received no further amounts as subscriptions for shares of our common stock.
During the year ended December 31, 2013, the Company reached agreement with a lender to issue 217,500 shares of its common stock to settle $21,750 in loans payable. Those shares were issued on October 3, 2013. The lender was not a US person.
Section 15(g) of the Securities Exchange Act of 1934
Our shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser’s written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.
Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as “bid” and “offer” quotes, a dealers “spread” and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, the NASD’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. -
continued
|
Securities authorized for issuance under equity compensation plans
We have no equity compensation plans and accordingly we have no shares authorized for issuance under an equity compensation plan.
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
General
Our plan is to seek, investigate, and consummate a merger or other business combination, purchase of assets or other strategic transaction with a corporation, partnership, or other operating business entity desiring the perceived advantages of becoming a publicly reporting and publicly held corporation. We have no operating business, and conduct minimal operations necessary to meet regulatory requirements. Our ability to commence any operations is contingent upon obtaining adequate financial resources.
We may consider a business which has recently commenced operations and is seeking to develop a new product or service, or a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering. Alternatively, we may consider acquiring a project that is no longer aligned with the strategic direction of the business in which it was developed.
We are not currently engaged in any business activities that provide cash flow. The costs of meeting our regulatory and reporting requirements, as well as the costs of investigating and analyzing potential business combinations or projects for the next twelve months will need to be funded through sales of our common stock and/or loans.
During the next twelve months we anticipate incurring costs related to:
|
(i)
|
preparation, review, and audit of financial statements;
|
|
(ii)
|
preparation of regulatory reports;
|
|
(iii)
|
filing of Exchange Act reports;
|
|
(iv)
|
transfer agent, compliance services and other overhead;
|
|
(v)
|
consulting fees in connection with the services of our president and CEO, and
|
|
(vi)
|
identifying, investigating and possibly completing a transaction to acquire a business or project as described above.
|
Equipment and Employees
As of December 31, 2013, we had no operating business, no equipment, and no employees.
Going Concern
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our expenses. This is because we have not generated any revenues to date and we can not currently estimate the timing of any possible future revenues. Our only source for cash at this time is investments by others in our common stock, or loans.
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. -
continued
|
Results of Operations
The following summary of our results of operations should be read in conjunction with our audited financial statements for the year ended December 31, 2013 which are included with this Report.
Revenues
|
|
Year Ended December 31
|
|
|
Increase/(Decrease)
|
|
|
|
2013
|
|
|
2012
|
|
|
Amount
|
|
|
Percentage
|
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
|
|
177,259
|
|
|
|
260,858
|
|
|
|
(83,599
|
)
|
|
|
(32
|
)%
|
|
|
$
|
177,259
|
|
|
$
|
260,858
|
|
|
$
|
(83,599
|
)
|
|
|
(32
|
)%
|
We recorded a net loss of $177,259 for the year ended December 31, 2013, have an accumulated deficit of $882,286 and have had no operating revenues since our inception on December 9, 2004. We have no way to generate any revenue until after we are able to effect a business combination or project acquisition. The possibility and timing of revenue being generated after that cannot be predicted, given that we have no definitive agreement in place for a business combination or project acquisition.
Expenses
Our expenses for the years ended December 31, 2013 and 2012 are outlined below:
|
|
Year Ended December 31
|
|
|
Increase/(Decrease)
|
|
|
|
2013
|
|
|
2012
|
|
|
Amount
|
|
|
Percentage
|
|
|
|
$
|
110,581
|
|
|
$
|
110,880
|
|
|
$
|
(299
|
)
|
|
|
-
|
|
Corporate support services
|
|
|
12,420
|
|
|
|
39,158
|
|
|
|
(26,738
|
)
|
|
|
(68
|
)%
|
Interest, bank and finance charges
|
|
|
(858
|
)
|
|
|
16,626
|
|
|
|
(17,484
|
)
|
|
|
(105
|
)%
|
Office, foreign exchange and sundry
|
|
|
3,737
|
|
|
|
13,096
|
|
|
|
(9,359
|
)
|
|
|
(71
|
)%
|
|
|
|
38,075
|
|
|
|
67,039
|
|
|
|
(28,964
|
)
|
|
|
(43
|
)%
|
|
|
|
13,304
|
|
|
|
14,059
|
|
|
|
(755
|
)
|
|
|
(5
|
)%
|
|
|
$
|
177,259
|
|
|
$
|
260,858
|
|
|
$
|
(83,599
|
)
|
|
|
(32
|
)%
|
Consulting services
relate to fees for services of our president under the terms of a contract which commenced January 1, 2012. The total includes monthly fees and reimbursed expenses. There was no significant change from 2012.
Corporate support services:
In recognition of the Company’s continuing constrained financial condition, the service provider agreed to decrease the rate in 2014 to $1,000 monthly, plus applicable taxes.
Interest, bank and finance charges
decreased in 2013 primarily due to a service provider’s agreement to reverse interest charges on overdue accounts payable.
Office, foreign exchange and sundry
increased in 2013 mainly due to higher foreign exchange cost (approximately $8,000) and license fees (approximately $1,000).
Professional fees
decreased primarily due to timing of billings for 2013 audit and review services, offset slightly by lower legal costs being incurred in 2012.
Transfer and filing fees
remained consistent year over year.
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. -
continued
|
Assets and Liabilities
Balance Sheet items with notable year over year differences are as follows:
|
|
December 31
|
|
|
Change
|
|
|
|
2013
|
|
|
2012
|
|
|
Amount
|
|
|
Percentage
|
|
|
|
$
|
21
|
|
|
$
|
11,282
|
|
|
$
|
(11,261
|
)
|
|
|
(100
|
)%
|
|
|
$
|
-
|
|
|
$
|
9,464
|
|
|
$
|
(9,464
|
)
|
|
|
(100
|
)%
|
Prepaid consulting fees to related parties
|
|
$
|
-
|
|
|
$
|
43,022
|
|
|
$
|
(43,022
|
)
|
|
|
(100
|
)%
|
Accounts payable and accrued liabilities
|
|
$
|
78,076
|
|
|
$
|
88,069
|
|
|
$
|
(9,993
|
)
|
|
|
(11
|
)%
|
|
|
$
|
111,731
|
|
|
$
|
92,860
|
|
|
$
|
18,871
|
|
|
|
20
|
%
|
Promissory notes due to related party
|
|
$
|
-
|
|
|
$
|
7,116
|
|
|
$
|
(7,116
|
)
|
|
|
(100
|
)%
|
|
·
|
Cash decreased due to the amount of cash provided by financing activities being lower than the amount of cash used by operating activities.
|
|
·
|
Amounts receivable decreased due to the receipt in the first quarter of 2013 of the final Goods and Services tax refund for which we were eligible. As a non-operating company, we can no longer claim a refund of GST payments. Those amounts are now expensed.
|
|
·
|
Prepaid consulting fees to related parties decreased due to an agreement to offset December 31, 2012 prepaid consulting fees against payables.
|
|
·
|
Accounts payable and accrued liabilities decreased mainly due to an agreed assignment to our payables of various amounts due to our president and/or a company controlled by him.
|
|
·
|
Loans payable increased due to two new loans totalling approximately $11,000 and an increase in accrued interest of approximately $8,000.
|
|
·
|
Promissory notes due to related party decreased as a result of an agreed assignment of the December 31, 2012 balance to our payable account for a related party.
|
Liquidity and Capital Resources
Our financial condition for the years ended December 31, 2013 and 2012 and the changes between those periods for the respective items are summarized as follows:
Working Capital
|
|
Year Ended December 31
|
|
|
Increase/(Decrease)
|
|
|
|
2013
|
|
|
2012
|
|
|
Amount
|
|
|
Percentage
|
|
|
|
$
|
21
|
|
|
$
|
63,768
|
|
|
$
|
(63,747
|
)
|
|
|
100
|
%
|
|
|
|
(189,807
|
)
|
|
|
(188,045
|
)
|
|
|
(1,762
|
)
|
|
|
1
|
%
|
Working Capital (Deficiency)
|
|
$
|
(189,786
|
)
|
|
$
|
(124,277
|
)
|
|
$
|
(65,509
|
)
|
|
|
53
|
%
|
The increase in our working capital deficiency from December 31, 2012 to December 31, 2013 was due to a decrease in cash of approximately $11,000, amounts receivable of approximately $9,000 and prepaid consulting fees to related parties of approximately $43,000, together with a decrease in accounts payable and accrued liabilities of approximately $10,000, an increase in loans payable of approximately $19,000, and a decrease in promissory notes due to related parties of approximately $7,000.
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. -
continued
|
Liquidity and Capital Resources
- continued
Cash Flows
|
|
Year Ended December 31
|
|
|
Increase/(Decrease)
|
|
|
|
2013
|
|
|
2012
|
|
|
Amount
|
|
|
Percentage
|
|
Cash Flows Provided By (Used In):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(133,632
|
)
|
|
$
|
(281,181
|
)
|
|
$
|
147,549
|
|
|
|
52
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
122,371
|
|
|
|
291,704
|
|
|
|
(169,333
|
)
|
|
|
(58
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash
|
|
$
|
(11,261
|
)
|
|
$
|
10,523
|
|
|
$
|
(21,784
|
)
|
|
|
(207
|
)%
|
|
Cash Used In Operating Activities:
|
|
The decrease in cash used for operating activities year over year is comprised mainly of the decrease in net loss of approximately $84,000; a decrease in receivables of approximately $9,000; the recovery of prepaid consulting fees of approximately $43,000; and a decrease in payables and accrued liabilities in 2013 smaller than in 2012 by approximately $13,000.
|
|
Cash Provided By (Used In) Financing Activities:
|
|
The year over year decrease in cash provided by financing activities was primarily due to a decrease in the receipt of subscriptions for our common stock of approximately $287,000, offset by a decrease in advances to related parties of approximately $42,000; a decrease in prepayment of consulting fees of approximately $43,000; and an increase in receipt of loans payable of approximately $32,000.
|
As of the date of this report, we have yet to generate any revenues from our business operations. Our ability to generate adequate amounts of cash to meet our needs is entirely dependent on the issuance of shares or receipt of loans.
As of December 31, 2013, our total assets were $21 and our total liabilities were $189,807.
Our principal source of working capital has been in the form of loans and capital contributions from our shareholders or management, loans from third parties, and funds received as subscriptions for our common stock. For the foreseeable future, we will have to continue to rely on those sources for funding. We have no assurance that we can successfully engage in any further private sales of our securities or that we can obtain any additional loans. At December 31, 2013, we had cash of $21 and negative working capital of $189,786.
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. -
continued
|
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Commitments
We do not have any commitments as of December 31, 2013 which are required to be disclosed in tabular form.
A consulting agreement was executed by us for the provision of corporate compliance services, administrative services, provision of a head office address, and bookkeeping, dated for reference January 1, 2011. The agreement calls for a monthly fee of $3,000 (Canadian) plus applicable taxes. In recognition of our constrained financial condition, the consultant agreed to reduce the regular monthly fee in Q4, 2012 to $2,000 plus applicable taxes and to $1,000 plus applicable taxes in 2013. The agreement remains in effect until terminated by either party on one month’s notice. In the event that we terminate the agreement other than for cause, we are required to pay two months’ fees as a termination fee. The agreement was terminated by the consultant effective December 31, 2013. A replacement agreement is under discussion but has not been finalized to date.
On February 21, 2012 a consulting agreement was executed between us and another company controlled by our sole director and officer, effective January 1, 2012 for a term of 48 months, whereby the other company has agreed to provide the services of its shareholder as the our CEO, COO, CFO and Corporate Secretary. As compensation, we are to pay $90,000 per annum, in equal monthly installments of $7,500, in arrears, plus applicable taxes. We also agreed to reimburse reasonable business and/or entertainment and automobile expenses during the duration of the consulting agreement. The agreement may be terminated by either party on thirty days’ notice. In the event that the agreement is terminated on a change of control or, other than for cause, the consultant is entitled to a severance payment equivalent to twelve months of fees. Effective July 1, 2012, the compensation rate was amended to $108,000 per annum, in equal monthly installments of $9,000 in arrears, plus applicable taxes.
Critical Accounting Policies
In preparing our financial statements in accordance with U.S. generally accepted accounting principles our management is required to use their judgment in making estimates and assumptions that affect the amounts reported in its financial statements and related notes. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Our critical accounting policies are mainly those subject to significant judgments and uncertainties which could potentially result in materially different results under different conditions and assumptions. We believe the following critical accounting policies reflect our most significant estimates, judgments and assumptions used in the preparation of our financial statements:
Use of Estimates and Assumptions
The preparation of financial statements, in conformity with United States generally accepted accounting principles, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant. Significant areas requiring management’s estimates and assumptions are determining the fair value of transactions involving common stock, valuation and impairment losses on mineral property acquisitions and values recorded for related party transactions. Actual results may differ from the estimates.
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. -
continued
|
Stock-Based Compensation
We account for equity instruments issued in exchange for the receipt of goods or services from parties other than employees in accordance with ASC 718 and ASC 505, Equity. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services.
Income Taxes
We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, Income Taxes. This standard requires the use of an asset and liability approach for financial accounting and reporting on income taxes. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, (“FASB”) or other standard setting bodies that are adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial statements upon adoption.
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
INTERNATIONAL GOLD CORP.
FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(Stated in U.S. Dollars)
Report of Independent Registered Public Accounting Firm
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statements of Stockholders’ Deficiency
|
|
|
|
|
|
Notes to Financial Statements
|
|
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Directors and Stockholders of
International Gold Corp.
We have audited the accompanying balance sheets of International Gold Corp. (the “Company”) as of December 31, 2013 and 2012, and the related statements of operations, cash flows and stockholders’ deficiency for each of the two years in the period ended December 31, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2013 and 2012, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2013, in conformity with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations, has negative operating cash flows, has a stockholders’ deficiency and is dependent upon obtaining adequate financing to fulfill its business activities. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Vancouver, Canada
|
“Morgan LLP”
|
|
|
April 15, 2014
|
Chartered Accountants
|
INTERNATIONAL GOLD CORP.
BALANCE SHEETS
(Stated in U.S. Dollars)
|
|
DECEMBER 31
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid consulting fees to related parties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Promissory notes due to related parties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual Obligations, Commitments And Subsequent Events (Note 6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000,000 voting common shares with a par value of $0.00001 per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,509,000 common shares at December 31, 2013 (9,901,500 common shares at December 31, 2012)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional Paid-In Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
INTERNATIONAL GOLD CORP.
STATEMENTS OF OPERATIONS
(Stated in U.S. Dollars)
|
YEARS ENDED
|
|
|
DECEMBER 31
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate support services
|
|
|
|
|
|
|
|
|
Interest, bank and finance charges
|
|
|
|
|
|
|
|
|
Office, foreign exchange and sundry
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic And Diluted Loss Per Common Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Number Of Common Shares Outstanding
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
INTERNATIONAL GOLD CORP.
STATEMENTS OF CASH FLOWS
(Stated in U.S. Dollars)
|
|
|
|
|
|
|
|
|
YEARS ENDED
|
|
|
|
DECEMBER 31
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Cash Provided By (Used In)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net changes in non-cash operating working capital items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid consulting fees to related parties
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock subscriptions
|
|
|
|
|
|
|
|
|
Advances to related parties
|
|
|
|
|
|
|
|
|
Prepayment of consulting fees to related parties
|
|
|
|
|
|
|
|
|
Proceeds from loans payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (Decrease) Increase In Cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure Of Cash Flow Information
|
|
|
|
|
|
|
|
|
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash Financing Activity
|
|
|
|
|
|
|
|
|
Common shares issued for debt and accrued interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
INTERNATIONAL GOLD CORP.
STATEMENTS OF STOCKHOLDERS’ DEFICIENCY
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(Stated in U.S. Dollars)
|
|
COMMON STOCK
|
|
|
|
|
|
|
|
|
|
NUMBER OF COMMON SHARES
|
|
|
PAR VALUE
|
|
|
ADDITIONAL PAID – IN CAPITAL
|
|
|
SHARES TO
BE ISSUED
|
|
|
ACCUMULATED DEFICIT
|
|
|
TOTAL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2011
|
|
|
6,250,000
|
|
|
$
|
63
|
|
|
$
|
165,487
|
|
|
$
|
10,000
|
|
|
$
|
(444,169
|
)
|
|
$
|
(268,619
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for cash and loans converted to subscriptions
|
|
|
3,651,500
|
|
|
|
36
|
|
|
|
227,164
|
|
|
|
(10,000
|
)
|
|
|
-
|
|
|
|
217,200
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
188,000
|
|
|
|
-
|
|
|
|
188,000
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(260,858
|
)
|
|
|
(260,858
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2012
|
|
|
9,901,500
|
|
|
|
99
|
|
|
|
392,651
|
|
|
|
188,000
|
|
|
|
(705,027
|
)
|
|
|
(124,277
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for loans converted to subscriptions
|
|
|
217,500
|
|
|
|
2
|
|
|
|
21,748
|
|
|
|
-
|
|
|
|
-
|
|
|
|
21,750
|
|
|
|
|
1,390,000
|
|
|
|
14
|
|
|
|
277,986
|
|
|
|
(188,000
|
)
|
|
|
-
|
|
|
|
90,000
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(177,259
|
)
|
|
|
(177,259
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2013
|
|
|
11,509,000
|
|
|
$
|
115
|
|
|
$
|
692,385
|
|
|
$
|
-
|
|
|
$
|
(882,286
|
)
|
|
$
|
(189,786
|
)
|
The accompanying notes are an integral part of these financial statements.
INTERNATIONAL GOLD CORP.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(Stated in U.S. Dollars)
1.
|
BASIS OF PRESENTATION AND NATURE OF OPERATIONS
|
Organization
International Gold Corp. (“the Company”) was incorporated in the State of Nevada, U.S.A., on December 9, 2004. The Company’s principal executive offices are located in Vancouver, British Columbia, Canada. The Company was originally formed for the purpose of acquiring exploration stage natural resource properties. The Company currently has no properties, is not conducting any exploration work and is not in the “exploration stage”. The Company has not realized any revenues from its operations to date.
Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern.
The future of the Company is dependent upon its ability to establish a business and to obtain new financing to execute a business plan. As shown in the accompanying financial statements, the Company has incurred accumulated losses of $882,286 for the period from December 9, 2004 (inception) to December 31, 2013, and has had no revenue. There is no assurance that management’s plans to seek additional capital through private placements of its common stock will be realized, and these factors cast substantial doubt upon the use of the going concern assumption. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
INTERNATIONAL GOLD CORP.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(Stated in U.S. Dollars)
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. All dollar amounts are in U.S. dollars unless otherwise noted.
The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:
The Company’s financial statements have been prepared using the accrual method of accounting.
|
b)
|
Asset Retirement Obligations
|
The Company has no asset retirement obligations, including environmental expenditures, which relate to an existing condition caused by past operations.
|
c)
|
Cash and Cash Equivalents
|
Cash consists of cash on deposit with high quality major financial institutions. For purposes of the balance sheet and statements of cash flows, the Company considers all highly liquid debt instruments purchased with maturity of 90 days or less to be cash equivalents.
|
d)
|
Foreign Currency Accounting
|
The Company’s functional currency is the U.S. dollar. Head office financing and investing activities are generally in Canadian dollars. Transactions in Canadian currency are translated into U.S. dollars as follows:
|
i)
|
monetary items at the exchange rate prevailing at the balance sheet date;
|
|
ii)
|
non-monetary items at the historical exchange rate; and
|
|
iii)
|
revenue and expense items at the rate in effect of the date of transactions.
|
Gains and losses arising on the settlement of foreign currency denominated transactions or balances are recorded in the statements of operations.
|
e)
|
Fair Value of Financial Instruments
|
ASC Topic 820-10 establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
|
§
|
Level 1 – defined as observable inputs such as quoted prices in active markets;
|
|
§
|
Level 2 – defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
|
|
§
|
Level 3 – defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
|
INTERNATIONAL GOLD CORP.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(Stated in U.S. Dollars)
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
|
|
e)
|
Fair Value of Financial Instruments (Continued)
|
Liabilities measured at fair value on a recurring basis were presented on the Company’s balance sheet as at December 31, 2013 and 2012 as follows:
|
|
Fair Value Measurements Using
|
|
|
|
|
|
|
|
|
|
Quoted prices in
active markets for
identical instruments
(Level 1)
|
|
|
Significant other
observable inputs
(Level 2)
|
|
|
Significant
unobservable inputs
(Level 3)
|
|
|
Balance,
December 31, 2013
|
|
|
Balance,
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The carrying amount of loans payable was a reasonable approximation of their fair value.
|
f)
|
Use of Estimates and Assumptions
|
The preparation of financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant. Significant areas requiring management’s estimates and assumptions are determining the fair value of transactions involving related parties and common stock. Actual results may differ from the estimates.
|
g)
|
Basic and Diluted Loss Per Share
|
The Company reports basic loss per share in accordance with ASC Topic 260, “Earnings Per Share”. Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding during the period. Diluted loss per share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As the Company generated net losses in the period presented, the basic and diluted loss per share are the same.
The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, Income Taxes. This standard requires the use of an asset and liability approach for financial accounting and reporting on income taxes. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.
|
i)
|
Recent Accounting Pronouncements
|
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
INTERNATIONAL GOLD CORP.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(Stated in U.S. Dollars)
During the year ended December 31, 2013, in connection with the $0.20 private placement, the Company received $90,000 as subscriptions for 450,000 shares of its common stock. 250,000 shares were issued on October 3, 2013 and 200,000 on October 25, 2013 in connection with those subscriptions.
During the year ended December 31, 2013, the Company reached an agreement with a lender to issue 217,500 shares of its common stock to settle $21,750 in loans payable. Those shares were issued on October 3, 2013.
During the year ended December 31, 2012:
In connection with a private placement of $0.05 shares:
|
·
|
The Company received payments totaling $129,200 as subscriptions for 2,584,000 shares of its common stock.
|
|
·
|
Loans totaling $22,500 Canadian were converted to a subscription for 450,000 shares of common stock.
|
|
·
|
Part of a loan together with interest totaling $6,000 was converted to a subscription for 120,000 shares of common stock.
|
On July 24, 2012, the Company issued 3,354,000 shares of its common stock in return for the share subscriptions above totaling $157,700, together with a July 2011 subscription totaling $10,000.
In connection with a private placement of $0.20 shares:
|
·
|
On October 15, 2012, the Company issued 297,500 shares of its common stock in return for subscriptions received totaling $59,500.
|
|
·
|
The Company received a further $188,000 as subscriptions for 940,000 shares of its common stock. Those shares were not issued in 2012 and were included on the December 31, 2012 Balance Sheet as Shares To Be Issued. The shares were issued on October 3, 2013.
|
The Company has no stock option plan, warrants or other dilutive securities.
As at December 31, 2013, the Company had the following loans payable:
|
i)
|
$5,000: unsecured; interest at 15% per annum; due on April 20, 2012.
|
|
ii)
|
$75,000: unsecured; interest at 10% per annum; due on August 2, 2011.
|
|
iii)
|
$1,642: unsecured; non-interest bearing; with no specific terms of repayment.
|
|
iv)
|
$8,979: unsecured; non-interest bearing; with no specific terms of repayment.
|
As at December 31, 2012, the Company had the following loans payable:
|
i)
|
$5,000: unsecured; interest at 15% per annum; due on April 20, 2012.
|
|
ii)
|
$75,000: unsecured; interest at 10% per annum; due on August 2, 2011.
|
The loan balances remain outstanding to date and the Company intends to renegotiate the repayment terms with the lenders.
As of December 31, 2013, interest totaling $21,110 (2012 - $12,860) was accrued on the loan amounts.
INTERNATIONAL GOLD CORP.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(Stated in U.S. Dollars)
5.
|
RELATED PARTY TRANSACTIONS AND AMOUNTS DUE
|
Transactions with related parties were in the normal course of operations and have been valued in these financial statements at the exchange amount, which is the amount of consideration agreed to and established by the related parties.
|
a)
|
Related Party Amounts Due
|
At December 31, 2013, the Company had prepaid $Nil (2012 - $43,022) in consulting fees to a related party. The 2012 amount was prepaid to the sole director and officer of the Company and a company controlled by that director.
Other amounts due to the above noted related party and included in accounts payable totaled $32,108 at December 31, 2013 (2012 - $30,970).
|
b)
|
Promissory Notes Due to Related Parties
|
The Company was indebted at December 31, 2013 for unsecured promissory notes due on demand, bearing interest at 8% per annum, totaling $Nil (2012 - $7,116) including accrued interest of $Nil (2012 - $1,216).
The promissory notes were due to a company controlled by the sole director and officer of the Company.
During the year ended December 31, 2013, the Company paid $110,581 (2012 - $110,880) in consulting fees and expenses to the sole director and officer of the Company.
6.
|
CONTRACTUAL OBLIGATIONS, COMMITMENTS AND SUBSEQUENT EVENTS
|
On February 21, 2012 a consulting agreement was fully executed between the Company and another company controlled by the sole director and officer of the Company, effective January 1, 2012 for a term of 48 months, whereby the related company agreed to provide the services of its shareholder as the Company’s CEO, COO, CFO and Corporate Secretary. As compensation, the Company was to pay $90,000 per annum, in equal monthly installments of $7,500, in arrears and plus applicable taxes. The Company also agreed to reimburse reasonable business and/or entertainment and automobile expenses during the duration of the consulting agreement.
Effective July 1, 2012, the above consulting agreement was revised to amend the compensation to be monthly installments of $9,000 plus applicable taxes, with the 48 month term to commence from the new effective date.
Management has evaluated subsequent events and the impact on the reported results and disclosures and has concluded that no other significant events require disclosure as of the date these financial statements were issued.
INTERNATIONAL GOLD CORP.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(Stated in U.S. Dollars)
A reconciliation of income tax benefit to the amount computed at the statutory rate of 34% (2012 – 34%) is as follows:
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Expected income tax recovery
|
|
|
|
|
|
|
|
|
Increase in valuation allowance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant components of deferred income tax assets are as follows:
|
|
2013
|
|
|
2012
|
|
Deferred income tax assets
|
|
|
|
|
|
|
Net operating losses carried forward
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company has approximately $882,300 (2012 - $705,000) in net operating losses carry forward which will expire by 2033 if not utilized. Future tax benefits, which may arise as a result of these losses, have not been recognized in these financial statements, and have been offset by a valuation allowance.
The Company’s net operating losses carried forward for United States income tax purposes will expire, if not utilized, as follows:
2024
|
|
$
|
10,000
|
|
2025
|
|
|
7,600
|
|
2026
|
|
|
6,000
|
|
2027
|
|
|
10,900
|
|
2028
|
|
|
53,200
|
|
2029
|
|
|
68,500
|
|
2030
|
|
|
84,500
|
|
2031
|
|
|
203,500
|
|
2032
|
|
|
260,800
|
|
2033
|
|
|
177,300
|
|
|
|
|
|
|
|
|
$
|
882,300
|
|
Realization of the above losses carried forward is dependent on the Company filing the applicable tax returns with the tax authorities and the Company generating sufficient taxable income prior to expiration of the losses carried forward.